END USER LICENSE AGREEMENT
Telaxus LLC provides the computer software, documentation, and source code in this product (‘Licensed Software’) and licenses its use to the party (“You”) who purchases and uses this product, as follows:
You have the non-transferable right to use one (1) copy of Licensed Software internally. You may not transfer possession of Licensed Software, whether in part or in whole, to other parties. You may not copy enclosed documentation or distribute them to other parties.
At Telaxus LLC’s sole discretion, a portion of the this software may be provided in source code form, constituting proprietary information of Telaxus LLC. If provided, You may use these sources to customize the software for Your particular needs, or simply as supplementary documentation, but You may not distribute the sources in either their original or modified form.
RESTRICTIONS ON DISCLOSURE
You agree to use reasonable efforts, and to take the same precautions that You take to protect your own computer programs and other information of similar value that You do not wish to have disclosed or disseminated to others, to avoid disclosure or dissemination of any part of the Licensed Software, its documentation, or its source, to any third party by You and Your employees, agents or consultants (if any). These restrictions will not apply to any information that becomes publicly known, through no fault or breach on Your part, that Telaxus LLC regularly provides third parties without restrictions on disclosure or that you receive from a third party rightfully and without restriction on disclosure.
You agree that Telaxus LLC has and will retain all ownership rights in the Licensed Software and its documentation and all related patents, copyrights, trademarks, service marks, and other proprietary rights, and that You will have no interest in the Licensed Software and its documentation except the limited license provided under this Agreement.
NO OTHER LICENSE
No rights or licenses are granted by Telaxus LLC under this License, expressly or by implication, with respect to any proprietary information or patent, copyright, trade secret, or other intellectual property right owned or controlled by Telaxus LLC, except as expressly provided in this License.
This License is effective until terminated. You may terminate this License at any time by destroying the Software, related documentation and all copies thereof. This License will terminate immediately without notice from Telaxus LLC if You fail to comply with any provision of this License. Upon termination You must destroy the Software, related documentation and all copies thereof which are in your possession or under Your control.
GOVERNMENT END USERS
If You are acquiring the Software on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees the Software and documentation were developed at private expense and are provided with “RESTRICTED RIGHTS”. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR 52.227-14, DFAR 252.227-7013, its successors or applicable agency rights in technical data or computer software. In the event that this License, or any part thereof, is deemed inconsistent with the minimum rights identified in the Restricted Rights provisions, the minimum rights shall prevail.
DISCLAIMER OF WARRANTY ON SOFTWARE
You expressly acknowledge and agree that use of the Software is at your sole risk. The Software and related documentation are provided “AS IS” and without warranty of any kind and Telaxus LLC expressly disclaims all warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Telaxus LLC does not warrant that the features contained in the software will meet Your requirements, or that the operation of the software will be uninterrupted or error-free, or that defects in the software will be corrected. The entire risk as to the results and performance of the software is assumed by You. Furthermore, Telaxus LLC does not warrant or make any representations regarding the use or the results of the use of the Software or related documentation in terms of their correctness, accuracy, reliability, currentness, or otherwise. No oral or written information or advice given by Telaxus LLC or Telaxus LLC’s authorized representative shall create a warranty or in any way increase the scope of this warranty. Should the software prove defective, You (and not Telaxus LLC or Telaxus LLC’s authorized representative) assume the entire cost of all necessary servicing, repair or correction. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to You.
LIMITATION OF LIABILITY
Under no circumstances including negligence, shall Telaxus LLC, or its directors, officers, employees or agents, be liable to You for any incidental, indirect special or consequential damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use, misuse or inability to use the software or related documentation, breach or default including those arising from infringement or alleged infringement of any patent trademark, copyright or other intellectual property right by Telaxus LLC, even if Telaxus LLC or Telaxus LLC’s authorized representative has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to You. Telaxus LLC will not be liable for 1) loss of, or damage to, your records or data or 2) any damages claimed by you based on any third party claim. In no event shall Telaxus LLC’s total liability to you for all damages, losses, and causes of action (whether in contract, tort (including negligence) or otherwise) exceed the amount paid by you for the Software.
CONTROLLING LAW AND SEVERABILITY
This License shall be governed by and construed under the laws of Pennsylvania, USA. If for any reason a court of competent jurisdiction finds any provision of this License or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License shall continue in full force and effect.
This License constitutes the entire agreement between the parties with respect to the use of the Software and the related documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of Telaxus LLC.